EX-5.01 3 dex501.txt OPINION OF GENERAL COUNSEL EXHIBIT 5.01 (Includes Exhibit 23.01) May 4, 2001 Securities and Exchange Commission Division of Corporation Finance 450 5/th/ Street, N.W. Washington, D.C. 20549 Re: Electronic Arts Inc. ("EA") Registration Statement on Form S-8 ---------------------------------- Ladies/Gentlemen: I am an attorney licensed to practice law in the states of California and New York and I am Senior Vice President, General Counsel and Secretary of EA. I have examined EA's Registration Statement on Form S-8 (the "Registration ------------ Statement") to be filed by EA on or about May 4, 2001 in connection with the --------- registration under the Securities Act of 1933, as amended, of 6,000,000 shares of Class B Common Stock that may be sold by EA to eligible employees, and Directors of EA pursuant to EA's 2000 Class B Equity Incentive Plan (the "Plan"). ---- As General Counsel for EA, I have examined the proceedings taken by EA in connection with the Plan and the shares being registered hereby. It is my opinion that the 6,000,000 shares of Class B Common Stock that may be issued and sold by EA pursuant to the Plan, when issued and sold in the manner referred to in the Prospectus associated with the Registration Statement and the Plan, as applicable, will be legally issued, fully paid and nonassessable. I consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to this opinion, if any, in the Registration Statement and amendments thereto. Very truly yours, ELECTRONIC ARTS INC. /s/ Ruth A. Kennedy ------------------- Ruth A. Kennedy Senior Vice President, General Counsel and Secretary